0000880059-14-000059 Sample Contracts

PLEDGE AND SECURITY AGREEMENT dated as of June 1, 2006 between EACH OF THE GRANTORS PARTY HERETO and BNP PARIBAS, as Collateral Agent
Pledge and Security Agreement • October 16th, 2014 • Education Management Corporation • Services-educational services • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of June 1, 2006 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and BNP PARIBAS (“BNP”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).

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THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • October 16th, 2014 • Education Management Corporation • Services-educational services • New York

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of September 12, 2014, among the subsidiaries of Education Management LLC, a Delaware limited liability company (the “Company”), listed on the signature pages hereto (such subsidiaries, collectively, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 16th, 2014 • Education Management Corporation • Services-educational services • Delaware

This Executive Employment Agreement (the “Agreement”), is entered into as of the 22nd day of June, 2014, between Danny D. Finuf (the “Executive”) and Education Management LLC, a Delaware limited liability company (the “Company”).

Waiver to Second Amended and Restated Credit and Guaranty Agreement
Credit and Guaranty Agreement • October 16th, 2014 • Education Management Corporation • Services-educational services • New York

WAIVER to Second Amended and Restated Credit and Guaranty Agreement, dated as of June 23, 2014 (this “Waiver”), among Education Management LLC, a Delaware limited liability company (“Company”), Education Management Holdings LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings party hereto, and the Lenders party hereto.

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 16th, 2014 • Education Management Corporation • Services-educational services • New York

First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 12, 2014, among the subsidiaries of Education Management LLC, a Delaware limited liability company (the “Company”), listed on the signature pages hereto (such subsidiaries, collectively, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

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